1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The transactions reflected on this line were executed in multiple trades at prices ranging from $25.1600 to $25.4500. The price reported above reflects the weighted average sale price for the shares set forth on this line. The reporting person hereby undertakes to provide upon request by the SEC Staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

3. Stock Appreciation Rights shall vest at the rate of one-twelfth of the initial shares subject to the award one year and three months after the date of grant (which date of grant was 10/24/2007), with an additional one-twelfth of the initial shares subject to the award vesting on the same calendar date of each successive three month period thereafter, with, as a result, all of the initial shares subject to the award vesting by four years from the date of grant; provided that in all instances the reporting person is an employee of, or consultant (as defined in the relevant stock incentive plan) to, the Company or a subsidiary.

4. $0.00 has been inserted to satisfy the requirements to submit this form via the EDGAR system.

/s/ Kathryn L. Salo, Attorney-in-Fact

11/24/2015

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).